至源控股(00990) - 2025 - 中期财报

Company Information This section provides essential corporate governance details and fundamental contact and identification information for the company Directors and Key Personnel This chapter lists the company's board members (including executive, non-executive, and independent non-executive directors), authorized representatives, company secretary, auditor, and legal advisors, among other key corporate governance information - Executive Directors include Mr. Jiang Jiang (Chief Executive Officer) and Mr. Wu Lei (Chief Financial Officer)[5] - Mr. Wong Hok Pan chairs the Audit Committee, Remuneration Committee, and Nomination Committee[5] - The company's auditor is ZH CPA Limited[6] Registration and Contact Information This chapter provides the company's registered office, Hong Kong head office and principal place of business, principal bankers, share registrar, and stock code, among other basic contact and identification information - The company's registered office is located at Clarendon House, Bermuda[6] - The Hong Kong head office and principal place of business are located at China Merchants Tower, Shun Tak Centre, Sheung Wan, Hong Kong[8] - The company's stock code is 990, and its website is www.990.com.hk[8](index=8&type=chunk) Condensed Consolidated Financial Statements This section presents the company's condensed consolidated financial statements, including statements of profit or loss, financial position, changes in equity, cash flows, and detailed explanatory notes Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62% to HKD 10.132 billion, but profit for the period increased by 19.6% year-on-year to HKD 369.9 million, primarily due to improved other income and increased profit contribution from associates Condensed Consolidated Statement of Profit or Loss and Other Comprehensive Income Summary (HKD thousands) | Indicator | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | | Cost of sales | (9,761,575) | (25,957,389) | | Gross profit | 370,913 | 625,085 | | Other income, gains and losses | 56,409 | (146,662) | | Selling and distribution expenses | (17,261) | (22,884) | | Administrative expenses | (137,041) | (163,629) | | Profit from operations | 273,020 | 291,910 | | Finance costs | (8,865) | (14,637) | | Share of profit of associates | 140,354 | 64,811 | | Profit before tax | 404,509 | 342,084 | | Income tax expense | (34,603) | (32,900) | | Profit for the period | 369,906 | 309,184 | | Profit attributable to owners of the Company | 321,849 | 294,374 | | Profit attributable to non-controlling interests | 48,057 | 14,810 | | Total comprehensive income for the period | 446,025 | 248,002 | | Basic and diluted earnings per share | HK 2.39 cents | HK 2.19 cents | - Other comprehensive income/(loss) for the period shifted from a loss of HKD 61,182 thousand in 2024 to a gain of HKD 76,119 thousand in 2025, primarily due to changes in exchange differences[12] Condensed Consolidated Statement of Financial Position As of June 30, 2025, the Group's total assets and net assets both increased, with net current assets rising to HKD 5.236 billion, indicating improved liquidity Condensed Consolidated Statement of Financial Position Summary (HKD thousands) | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Non-current assets | 2,812,412 | 2,690,320 | | Current assets | 16,829,592 | 16,286,472 | | Total assets | 19,642,004 | 18,976,792 | | Current liabilities | 11,593,095 | 11,725,820 | | Non-current liabilities | 14,182 | 14,685 | | Total liabilities | 11,607,277 | 11,740,505 | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total equity | 8,034,727 | 7,236,287 | - Interests in associates increased to HKD 2.512 billion from HKD 2.368 billion at the end of 2024[13] - Inventories decreased from HKD 3.635 billion at the end of 2024 to HKD 1.915 billion as of June 30, 2025[13] - Cash and bank balances increased to HKD 7.417 billion from HKD 6.396 billion at the end of 2024[13] Condensed Consolidated Statement of Changes in Equity For the six months ended June 30, 2025, equity attributable to owners of the company increased to HKD 6.927 billion, primarily due to profit for the period and capital increase from new share issuance Summary of Changes in Equity Attributable to Owners of the Company (HKD thousands) | Indicator | January 1, 2025 (Audited) | Profit for the period | Other comprehensive income/(loss) for the period | Issue of new shares | Other movements | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Share capital | 33,679 | — | — | 2,037 | — | 35,716 | | Share premium account | 1,877,644 | — | — | 405,363 | — | 2,283,007 | | Capital reserve | 486,616 | — | — | — | (1,885) | 484,731 | | Investment revaluation reserve | (2,995) | — | 581 | — | — | (2,414) | | Exchange fluctuation reserve | (278,229) | — | 83,794 | — | — | (194,435) | | Accumulated profits | 3,998,807 | 321,849 | — | — | — | 4,320,656 | | Total attributable to owners of the Company | 6,115,522 | 321,849 | 84,375 | 407,400 | (1,885) | 6,927,261 | | Non-controlling interests | 1,120,765 | 48,057 | (8,256) | — | (52,900) | 1,107,466 | | Total equity | 7,236,287 | 369,906 | 76,119 | 407,400 | (54,800) | 8,034,727 | - In the first half of 2025, the company's issuance of new shares generated net proceeds of HKD 407,400 thousand, with HKD 2,037 thousand credited to share capital and HKD 405,363 thousand to the share premium account[16][66] Condensed Consolidated Statement of Cash Flows For the six months ended June 30, 2025, net cash from operating activities was HKD 2.379 billion, net cash used in investing activities was HKD 44.96 million, net cash used in financing activities was HKD 1.136 billion, and cash and cash equivalents at period-end were HKD 3.375 billion Condensed Consolidated Statement of Cash Flows Summary (HKD thousands) | Activity Type | Six Months Ended June 30, 2025 (Unaudited) | Six Months Ended June 30, 2024 (Unaudited) | | :--- | :--- | :--- | | Net cash from operating activities | 2,379,324 | 4,357,075 | | Net cash used in investing activities | (44,956) | (692,699) | | Net cash used in financing activities | (1,135,956) | (2,056,305) | | Net increase in cash and cash equivalents | 1,198,412 | 1,608,071 | | Cash and cash equivalents at beginning of period | 2,165,073 | 2,689,687 | | Effect of foreign exchange rate changes | 11,193 | (21,150) | | Cash and cash equivalents at end of period | 3,374,678 | 4,276,608 | - Net cash from operating activities decreased by 45.4% year-on-year, primarily due to lower cash generated from operations[19] - Net cash used in financing activities decreased by 44.8% year-on-year, mainly due to reduced repayment of trust receipt loans and bank borrowings[19] Notes to the Condensed Consolidated Financial Statements This section provides detailed notes to the condensed consolidated financial statements, covering key information such as basis of preparation, adoption of accounting standards, revenue and segment information, profit before tax components, income tax, earnings per share, dividends, asset movements, related party transactions, fair value measurement, and post-reporting period events Basis of Preparation The condensed consolidated financial statements are prepared in accordance with HKAS 34 and the Listing Rules, with accounting policies consistent with the 2024 annual financial statements, measured on a going concern and historical cost basis - The financial statements are prepared in accordance with Hong Kong Accounting Standard 34 'Interim Financial Reporting' issued by the HKICPA and the Listing Rules[22] - The accounting policies and methods of computation are consistent with those used in the annual financial statements for the year ended December 31, 2024[22] - The condensed consolidated financial statements are prepared on a going concern basis and measured at historical cost, except for certain financial instruments measured at fair value[25][26] Adoption of New and Revised Hong Kong Financial Reporting Standards The Group adopted all new and revised HKFRSs effective January 1, 2025, with no significant impact on accounting policies or financial statement presentation - The adoption of new and revised HKFRSs during the period did not result in significant changes to the Group's accounting policies or presentation of financial statements[27] Revenue and Segment Information Group revenue primarily derives from goods trading and processing sales, and commission income from financial services. Segment data shows a significant decline in distribution, trading, and processing revenue, with a slight decrease in financial services revenue Revenue Analysis (HKD thousands) | Revenue Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Sales of goods trading and processing | 9,742,731 | 26,163,372 | | Commission income and brokerage fees from financial services | 139,469 | 144,944 | | Gains from derivative financial instruments | 146,584 | 172,104 | | Interest income from trust and segregated accounts | 109,319 | 108,393 | | Total revenue | 10,132,488 | 26,582,474 | Segment Revenue and Profit (HKD thousands) | Segment | 2025 Revenue | 2025 Segment Profit | 2024 Revenue | 2024 Segment Profit | | :--- | :--- | :--- | :--- | :--- | | Distribution, trading and processing | 9,737,116 | 132,980 | 26,157,033 | 244,030 | | Financial services | 395,372 | 159,942 | 425,441 | 63,387 | | Total | 10,132,488 | 292,922 | 26,582,474 | 307,417 | Geographical Distribution of Revenue from Contracts with Customers (HKD thousands) | Geographical Market | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong | 139,003 | 117,533 | | Singapore | 2,762,721 | 18,626,186 | | China | 6,974,861 | 7,558,258 | | Total revenue from contracts with customers | 9,876,585 | 26,301,977 | Profit Before Tax Profit before tax was influenced by reduced finance costs, lower bank deposit interest income, increased fair value losses on financial assets at profit or loss, and no provision for alleged misappropriation of funds in 2025 Items Deducted From/(Credited To) Profit Before Tax (HKD thousands) | Item | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Finance costs | 8,865 | 14,637 | | Interest income from bank deposits | (38,017) | (55,960) | | Loss on fair value changes of financial assets at profit or loss | 13,405 | 5,363 | | Depreciation | 15,387 | 15,485 | | Provision for loss due to alleged misappropriation of funds | — | 167,660 | | Exchange (gain)/loss, net | (4,717) | 36,007 | | Directors' emoluments | 3,040 | 3,440 | | Other staff costs | 92,687 | 105,468 | Income Tax The Group's income tax expense primarily arises from China and Singapore, with Singapore operations benefiting from preferential tax rates under the Global Trader Programme (GTP) Income Tax Expense (HKD thousands) | Tax Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Hong Kong Profits Tax | 649 | 75 | | PRC Enterprise Income Tax | 16,163 | 9,319 | | Singapore Corporate Income Tax | 17,791 | 23,506 | | Total | 34,603 | 32,900 | - Singapore corporate income tax is levied at a preferential rate of 5% on income qualifying for the Global Trader Programme (GTP), and at a standard rate of 17% on other income[41] - PRC business income tax provision is calculated at a rate of 25%, with tax reductions available for small-profit enterprises[42] Earnings Per Share For the six months ended June 30, 2025, basic earnings per share were HK 2.39 cents, with diluted earnings per share being equal to basic earnings per share due to no potential dilutive shares Basic Earnings Per Share Calculation (HKD thousands/thousands of shares) | Indicator | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Profit for the period attributable to owners of the Company for basic earnings per share calculation | 321,849 | 294,374 | | Weighted average number of ordinary shares for basic earnings per share calculation | 13,484,853 | 13,471,345 | | Basic earnings per share | HK 2.39 cents | HK 2.19 cents | - The Company has no instruments that could potentially dilute shares, thus basic and diluted earnings per share are equal[45] Dividends The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[48] - Dividends declared in 2024 amounted to HKD 269,427 thousand, representing an interim dividend of HK 2 cents per ordinary share for the year ended December 31, 2023[48] Movements in Property, Plant and Equipment For the six months ended June 30, 2025, the Group acquired approximately HKD 9.698 million in property, plant, and equipment, with no disposals during the period - The Group acquired approximately HKD 9,698 thousand in property, plant, and equipment in the first half of 2025, a significant increase from HKD 1,452 thousand in the same period of 2024[49] - There were no disposals of property, plant, and equipment for the six months ended June 30, 2025[49] Investment in Associates The Group's total interests in associates increased to HKD 2.512 billion, primarily invested in mining trade and investment holding companies in China and Singapore Investment in Associates (HKD thousands) | Region | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | In China | 544,004 | 526,104 | | In Singapore | 1,968,133 | 1,841,805 | | Total | 2,512,137 | 2,367,909 | - Key associates include Lianyungang Hengxintong Mining Co. Ltd. (China, bulk ore trading and processing, 30% interest), Green Esteel Pte. Ltd. (Singapore, investment holding and iron ore trading, 20.2% interest), and Shandong Energy Group Ronghui International Trading Co. Ltd. (China, bulk ore trading, 49% interest)[52] Inventories As of June 30, 2025, the Group's total inventories amounted to HKD 1.915 billion, with finished goods accounting for the vast majority Inventories Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Raw materials | 11,930 | 33,288 | | Finished goods | 1,903,216 | 3,602,063 | | Total | 1,915,146 | 3,635,351 | - Total inventories significantly decreased from HKD 3.635 billion at the end of 2024, primarily due to a reduction in finished goods[53] Trade and Bills Receivables As of June 30, 2025, total trade and bills receivables were HKD 2.754 billion, with an average credit term of 30 to 90 days, and no bad debt provision made during the period Trade and Bills Receivables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | 0 to 90 days | 2,610,096 | 2,330,160 | | 91 to 180 days | 134,909 | 3,941 | | Over 180 days | 9,072 | 10,582 | | Total | 2,754,077 | 2,344,683 | - Most of the Group's sales require upfront payment, with the remaining sales conducted via letters of credit or documents against payment, with an average credit term of 30 to 90 days[55] - No bad debt provision was made for trade and bills receivables during the interim period or at the end of the reporting period[56] Accounts Receivable As of June 30, 2025, total accounts receivable amounted to HKD 3.393 billion, primarily arising from futures contract trading business Accounts Receivable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business: brokers and dealers - client balances | 2,849,283 | 2,477,386 | | From futures contract trading business: brokers and dealers - company balances | 541,180 | 396,971 | | From financial services: clients | 2,429 | 21,405 | | Total | 3,392,892 | 2,895,762 | - Receivables from brokers and dealers are all current and repayable on demand[57] Derivative Financial Instruments As of June 30, 2025, derivative assets were HKD 548 million, liabilities were HKD 625 million, resulting in a net liability of HKD 76.46 million Derivative Financial Instruments Assets and Liabilities (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Assets | 548,184 | 415,765 | | Liabilities | (624,643) | (397,397) | | Total net derivative financial instruments | (76,459) | 18,368 | - Derivative financial instruments primarily consist of futures contracts, including sell and buy contracts[59] Prepayments, Deposits and Other Receivables As of June 30, 2025, total prepayments, deposits, and other receivables amounted to HKD 763 million, with trade deposits constituting the major portion Prepayments, Deposits and Other Receivables Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Trade deposits | 595,115 | 191,811 | | Value-added tax recoverable | 68,426 | 313,637 | | Prepayments, deposits and other receivables | 99,904 | 89,379 | | Total | 763,445 | 594,827 | - Trade deposits significantly increased from HKD 192 million at the end of 2024 to HKD 595 million as of June 30, 2025[60] Cash and Bank Balances As of June 30, 2025, the Group's total cash and bank balances were HKD 7.417 billion, including general accounts, restricted deposits, and trust and segregated accounts Cash and Bank Balances Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Bank cash - general accounts | 3,374,678 | 2,165,073 | | Bank cash - restricted deposits | 583,596 | 582,129 | | Bank cash - trust and segregated accounts | 3,458,494 | 3,649,060 | | Total | 7,416,768 | 6,396,262 | - Restricted bank deposits primarily serve as collateral for bills payable and bank financing[61] - Client monies in trust and segregated accounts are liabilities of the Group but cannot be used to settle its own liabilities[61] Trade and Bills Payables As of June 30, 2025, total trade and bills payables were HKD 4.106 billion, with the majority due within 90 days Trade and Bills Payables Ageing Analysis (HKD thousands) | Ageing | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Within 90 days | 2,969,603 | 3,311,406 | | 91 to 180 days | 1,108,570 | 542,048 | | 181 to 365 days | 25,725 | 11,364 | | Over one year | 2,475 | 5,283 | | Total | 4,106,373 | 3,870,101 | - Total trade and bills payables increased from HKD 3.870 billion at the end of 2024[63] Accounts Payable As of June 30, 2025, total accounts payable amounted to HKD 5.468 billion, primarily comprising client margin deposits from futures contract trading business Accounts Payable Composition (HKD thousands) | Category | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | From futures contract trading business | 5,467,849 | 5,775,864 | | Total | 5,467,849 | 5,775,864 | - Accounts payable primarily represent client margin deposits received for futures contract trading, repayable upon contract closure[64] Amount Due to an Associate As of June 30, 2025, the amount due to an associate was HKD 780 million, which is unsecured, interest-free, and repayable within one year - The amount due to an associate was HKD 780,000 thousand (December 31, 2024: HKD 1,141,920 thousand)[15][65] - This amount is unsecured, interest-free, and repayable within one year[65] Share Capital As of June 30, 2025, the company's issued and fully paid share capital was HKD 35.716 million, primarily due to the issuance of new shares under general mandate Share Capital Movements (HKD thousands/thousands of shares) | Category | January 1, 2024/December 31, 2024 | Issue of new shares under general mandate | June 30, 2025 | | :--- | :--- | :--- | :--- | | Number of issued and fully paid ordinary shares | 13,471,345 | 815,000 | 14,286,345 | | Issued and fully paid share capital | 33,679 | 2,037 | 35,716 | - On June 13, 2025, the company issued 815 million new ordinary shares at HKD 0.5 per share, for a total consideration of approximately HKD 407.5 million, with net proceeds of approximately HKD 407.4 million[66] Related Party Transactions The Group engaged in several significant related party transactions, including key management personnel compensation, receivables and payables, brokerage and commission income, and sales and purchases of trading goods Key Management Personnel Compensation (HKD thousands) | Compensation Category | 2025 (Unaudited) | 2024 (Unaudited) | | :--- | :--- | :--- | | Salaries, allowances and other benefits in kind | 2,940 | 3,360 | | Retirement benefit scheme contributions | 100 | 80 | | Total | 3,040 | 3,440 | - Trade receivables from an associate of the Company significantly decreased from HKD 821 million at the end of 2024 to HKD 4.494 million as of June 30, 2025[69] - Brokerage and commission income from related parties significantly increased to HKD 22,333 thousand in the first half of 2025 (2024: HKD 13,794 thousand)[71] - Sales of trading goods to related parties and income from processing increased to HKD 134,686 thousand in the first half of 2025 (2024: HKD 49,769 thousand)[71] Fair Value Measurement The Group's financial assets and liabilities are measured using a three-level fair value hierarchy, with Level 3 measurements primarily involving unlisted funds and private equity investments valued using the net asset and market approaches - Fair value measurements are categorized into three levels: Level 1 (quoted prices in active markets), Level 2 (observable inputs), and Level 3 (unobservable inputs)[74] Total Recurring Fair Value Measurements (HKD thousands) | Description | June 30, 2025 (Unaudited) | December 31, 2024 (Audited) | | :--- | :--- | :--- | | Financial assets at fair value through other comprehensive income | 20,153 | 19,572 | | Financial assets at fair value through profit or loss | 105,457 | 83,631 | | Net derivative financial instruments | (76,459) | 18,368 | | Total recurring fair value measurements | 49,151 | 121,571 | - For Level 3 fair value measurements, unlisted funds are valued using the net asset approach, and equity investments use the market approach (guideline transaction method), considering unobservable inputs such as marketability discounts and P/E multiples[83][84] Capital Commitments As of June 30, 2025, the Group had no significant capital commitments - As of June 30, 2025, the Group had no significant capital commitments (December 31, 2024: nil)[85] Events After the Reporting Period Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[87] - In August 2025, a memorandum of understanding was signed to acquire a 60% interest in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for USD 9.9 million[87] - On August 26, 2025, a sale and purchase agreement was signed to acquire a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for RMB 900 million[88] Approval of Condensed Consolidated Financial Statements The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025 - The condensed consolidated financial statements were approved and authorized for issue by the Board of Directors on August 29, 2025[89] Management Discussion and Analysis This section provides an overview of the Group's financial performance, business operations, future strategies, and key developments, including fundraising activities and risk factors Financial and Business Review For the six months ended June 30, 2025, the Group's revenue significantly decreased by 62%, primarily due to reduced silver and gold bullion trading volume. Despite the revenue decline, profit for the period grew by 19.6%, mainly benefiting from no provision for alleged misappropriation of funds and increased profit contribution from associates Financial and Business Review Summary (HKD thousands) | Indicator | 2025 (H1) | 2024 (H1) | Year-on-year change | | :--- | :--- | :--- | :--- | | Revenue | 10,132,488 | 26,582,474 | -62% | | Profit for the period | 369,906 | 309,184 | +19.6% | | Basic earnings per share (HK cents) | 2.39 | 2.19 | +9.1% | - Revenue from distribution, trading, and processing business decreased from HKD 26.157 billion to HKD 9.737 billion, primarily due to reduced silver and gold bullion trading volume which ceased in the second half of 2024[94] - Financial services revenue decreased from HKD 425 million to HKD 395 million, mainly due to reduced trading activities[94] - Gross profit decreased from HKD 625 million to HKD 371 million, primarily due to reduced trading activities in the distribution, trading, and processing segment[94] - Other income amounted to approximately HKD 56.41 million (2024: other losses of approximately HKD 147 million), mainly due to no provision for alleged misappropriation of funds during the interim period (2024: HKD 168 million) and exchange gains[95] - Share of profit of associates totaled HKD 140 million (2024: HKD 64.81 million), primarily from an increased share of profit from Green Esteel Pte. Ltd. associate[96] Future Outlook The Group will focus on the continued development of its financial services and distribution, trading, and processing businesses, including expanding global derivatives trading, asset management, and commodity trading, while actively seeking acquisition opportunities Financial Services Business The Group offers a wide range of financial services, including lending, securities and derivatives trading and clearing, asset management, and fund management, holding regulatory licenses in major global financial centers to provide a one-stop service model - The Group conducts lending business in Hong Kong through Asia Expansion Limited, targeting Hong Kong corporate clients, with loans typically secured by collateral or guarantees[100] - The Group holds Type 1 (dealing in securities) and Type 2 (dealing in futures contracts) licenses issued by the Hong Kong Securities and Futures Commission, as well as a Capital Markets Services (CMS) license from the Monetary Authority of Singapore and a license from the UK Financial Conduct Authority (FCA)[102][103] - The Group's subsidiaries have transformed into licensed fund management companies, managing collective investment schemes focused on trading listed derivatives and other capital market products[103] - BPI Financial Group Ltd (BPI) has gained significant market share in the clearing of international iron ore derivatives, thermal and coking coal, Shanghai crude oil with sulfur, and internationally traded crude oil contracts, and was awarded the SGX Annual Most Active Commodity Futures Broker award[104] Distribution, Trading and Processing Business The Group will continue to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia, actively seeking other acquisition opportunities to broaden its business scope - The Group continues to focus on its development and expansion in Hong Kong, Singapore, China, and Indonesia[105] - The Group acquired several chemical trading companies in Singapore in 2022 and will actively seek other acquisition opportunities in the future[105] Change of Company Name The company's name was changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司) in July 2025 to better reflect the Group's future business development and corporate image - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited', adopting '至源控股有限公司' as its new Chinese name[106] - The Board believes that the change of company name will provide a more suitable corporate image and identity for the company, benefiting its future business development[108] Fundraising Activities In June 2025, the company raised approximately HKD 407.4 million net proceeds through new share issuance, primarily for expanding Indonesian operations, acquiring mining rights, nickel and bauxite trading and processing, logistics system construction, and general working capital - On June 13, 2025, the company issued 815 million new shares at HKD 0.5 per share, generating net proceeds of approximately HKD 407.4 million[109] Intended Use of Net Proceeds (HKD 407.4 million) | Purpose | Proportion | | :--- | :--- | | Expansion of Indonesian business (acquisitions or joint ventures) | Approximately 10% to 20% | | Acquisition of mining rights for nickel ore and bauxite deposits | Approximately 30% to 40% | | Trading and processing of nickel ore and bauxite | Approximately 20% to 30% | | Construction of logistics and transportation system and fleet | Approximately 10% to 20% | | General working capital | Remaining portion | - The net proceeds remain unutilized and are expected to be deployed by the first quarter of 2026[111] Alleged Breach of Fiduciary Duties and Misappropriation of Funds Company management discovered alleged misappropriation of funds by a director and employees of a non-wholly owned Singaporean subsidiary, reported it to the police, and initiated legal proceedings. The company implemented internal control review recommendations and believes the incident will not materially adversely affect the Group's daily operations and financial position - The company made a provision of approximately HKD 167 million in the first half of 2024 due to alleged misappropriation of funds by a Singaporean subsidiary[113] - The matter was reported to the Singapore police, and legal actions have been initiated against the alleged director, employees, and counterparties[113] - RSM Corporate Advisory Pte Ltd was engaged to conduct an internal control review, and its recommendations have been adopted and implemented[114] - The Board assessed that the alleged misappropriation will not affect the Group's daily operations or materially adversely impact its cash flows, financial position, and business operations[114] Interim Dividend The Board of Directors does not recommend an interim dividend for the period ended June 30, 2025 - The Directors do not recommend an interim dividend for the period ended June 30, 2025 (2024: nil)[115] Share Repurchase The Board of Directors approved a share repurchase program up to HKD 270 million, but no shares have been repurchased as of the interim report date - The Board has approved a share repurchase program authorizing the company to purchase shares totaling up to approximately HKD 270 million[116] - As of the date of this interim report, the company has not repurchased any of its shares[116] Events After the Reporting Period Post-reporting period events include a change in company name and the signing of two significant acquisition agreements for a 60% interest in an Indonesian nickel mining business and a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd - In July 2025, the company's name changed from 'Theme International Holdings Limited' to 'Deep Source Holdings Limited' (至源控股有限公司)[117] - In August 2025, a memorandum of understanding was signed to acquire a 60% interest in PT Aneka Tambang Resources Indonesia, a nickel commodity mining company, for USD 9.9 million[117] - On August 26, 2025, a sale and purchase agreement was signed to acquire a 60% equity stake in Anhui Chujiang Hengchuang Enterprise Management Consulting Co. Ltd. for RMB 900 million[119] Pledge of Assets As of June 30, 2025, approximately HKD 584 million in restricted deposits were pledged as collateral for bills payable and bank financing, with no other assets pledged - As of June 30, 2025, restricted deposits of approximately HKD 583,596 thousand were pledged as collateral for the Group's bills payable and bank financing[120] - Save as aforesaid, no other assets of the Group were pledged or encumbered[120] Contingent Liabilities As of June 30, 2025, the Group had no significant contingent liabilities - As of June 30, 2025, the Group had no significant contingent liabilities[121] Material Acquisitions and Disposals For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure - For the period ended June 30, 2025, the Group had no material acquisitions or disposals of subsidiaries, associates, and joint ventures requiring disclosure under the Listing Rules[122] Share Capital Details of the company's share capital movements for the period ended June 30, 2025, are provided in Note 19 to the condensed consolidated financial statements - Details of the company's share capital movements for the period ended June 30, 2025, are set out in Note 19 to the condensed consolidated financial statements[123] Reserves Details of the Group's reserve movements during the period are presented in the condensed consolidated statement of changes in equity - Details of the Group's reserve movements during the period are set out in the condensed consolidated statement of changes in equity on page 9 of this interim report[124] Key Risks and Uncertainties The Group faces multiple key risks and uncertainties, including commodity price volatility, exchange rate risk, counterparty credit and performance risk, interest rate risk, legal, regulatory, and compliance risk, and price risk - Commodity price risk: Revenue and profit are affected by commodity price fluctuations, which may lead to unstable operating results[125] - Exchange rate fluctuation risk: The Group faces exchange rate fluctuation risk due to RMB-denominated transactions and continuously monitors foreign exchange risk[126] - Counterparty credit and performance risk: The risk of client non-performance is mitigated by requiring credit support and using credit enhancement products such as letters of credit[127] - Interest rate risk: Floating-rate debt is primarily used for working capital and is subject to fluctuations in prevailing market interest rates[128] - Legal, regulatory, and compliance risk: Failure to comply with applicable laws and regulations may result in sanctions, financial losses, or reputational damage; the Group regularly monitors and seeks external professional advice[129][131] - Price risk: Financial assets and derivative instruments measured at fair value through profit or loss are exposed to price risk from equity securities and forward contracts, managed by maintaining a portfolio with diverse risk profiles[132] Liquidity and Financial Resources As of June 30, 2025, the Group's net current assets and net assets both increased, with a current ratio of 1.45, a gearing ratio of 0.03, and sufficient unutilized bank letter of credit facilities Liquidity and Financial Resources Summary (HKD thousands) | Indicator | June 30, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Net current assets | 5,236,497 | 4,560,652 | | Net assets | 8,034,727 | 7,236,287 | | Total loans and other borrowings | 211,452 | 142,930 | | Current ratio | 1.45 | 1.39 | | Gearing ratio | 0.03 | 0.02 | | Unutilized bank letter of credit facilities (HKD equivalent) | 5,626,483 | 4,709,266 | Capital Expenditure and Capital Commitments The Group's total capital expenditure for the interim period was HKD 9.698 million, primarily for additions to property, plant, and equipment, with no significant capital commitments - The Group's total capital expenditure for the interim period amounted to HKD 9,698 thousand (2024: HKD 1,452 thousand), primarily for additions to property, plant, and equipment[134] - As of June 30, 2025, the Group had no significant capital expenditure commitments or capital commitments[134][135] Future Plans for Material Investments or Capital Assets As of June 30, 2025, the Group had no other plans for material investments or capital assets - As of June 30, 2025, the Group had no other plans for material investments or capital assets[136] Human Resources As of June 30, 2025, the Group had 390 employees, with remuneration policies regularly reviewed by the Remuneration Committee and Directors, offering competitive compensation and share options - As of June 30, 2025, the Group had a total of 390 employees, distributed across Hong Kong (10), Singapore (131), China (246), and the United Kingdom (3)[137] - The Remuneration Committee and Directors regularly review remuneration policies, offering competitive compensation packages and granting share options to selected employees based on the Group's performance[137] Other Information This section covers corporate governance, directors' and major shareholders' interests, securities dealings, and audit committee functions, ensuring transparency and compliance Compliance with Corporate Governance Code The company complied with the Corporate Governance Code in Appendix C1 of the Listing Rules for the six months ended June 30, 2025, with temporary deviations regarding the separation of Chairman and CEO roles and Chairman's attendance at the AGM due to a vacant Chairman position - The company has complied with all code provisions and certain recommended best practices of the Corporate Governance Code set out in Appendix C1 to the Listing Rules[140] - Due to the Chairman position being vacant since April 1, 2016, Executive Director Mr. Wu Lei temporarily assumed the role of Chairman during the interim period, resulting in a deviation from code provision C.2.1 (separation of roles of Chairman and Chief Executive Officer)[140] - Mr. Wu Lei attended the Annual General Meeting held on June 30, 2025, fulfilling the requirement of code provision F.2.2 (Chairman of the Board should attend the Annual General Meeting)[140] Standard Securities Dealing Code for Directors All company directors confirmed compliance with the Standard Code for Securities Transactions by Directors of Listed Issuers in Appendix C3 of the Listing Rules for the six months ended June 30, 2025 - The company has made specific enquiries to all Directors, and each has confirmed compliance with the requirements of the Standard Code[141] Purchase, Sale or Redemption of the Company's Listed Securities For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's listed securities - For the six months ended June 30, 2025, neither the company nor any of its subsidiaries purchased, sold, or redeemed any of the company's securities[142] Audit Committee The Audit Committee, comprising two independent non-executive directors and one non-executive director, is responsible for reviewing the company's annual and interim results, financial reporting, and internal control procedures - The Audit Committee comprises Mr. Wong Hok Pan (Chairman), Ms. Chan Lai Ping, and Mr. Ding Lin[143] - The Audit Committee has reviewed the Group's unaudited interim financial results for the six months ended June 30, 2025, and discussed accounting principles, internal controls, and financial reporting matters[144] Directors' and Chief Executive's Interests and Short Positions in Shares, Underlying Shares and Debentures As of June 30, 2025, Mr. Ding Lin and Mr. Kang Jian held long positions in the company's shares, with Mr. Kang Jian also holding an interest in a non-wholly owned subsidiary of the company Directors' Long Positions (As of June 30, 2025) | Name of Director | Capacity | Number of Shares Held | Percentage of the Company's Share Capital | | :--- | :--- | :--- | :--- | | Ding Lin | Beneficial Owner | 1,010,000 | 0.007% | | Kang Jian | Beneficial Owner | 2,000,000 | 0.014% | - As of June 30, 2025, Mr. Kang Jian held a 10% interest in Theme Capital Group Limited, a non-wholly owned subsidiary of the company[146] - Save as disclosed above, no Director, chief executive, or their associates had any interests or short positions in the shares, underlying shares, and debentures of the company or any of its associated corporations that were required to be recorded[145] Disclosable Interests and Short Positions of Persons Other Than Directors and Chief Executive As of June 30, 2025, Mr. You Zhenhua was a substantial shareholder of the company, holding direct and indirect interests totaling 60.78% of the issued share capital Major Shareholders' Interests (As of June 30, 2025) | Name of Major Shareholder | Capacity and Nature of Interest | Number of Ordinary Shares Held | Approximate Percentage of the Company's Issued Share Capital | | :--- | :--- | :--- | :--- | | Mr. You Zhenhua | Beneficial Owner | 5,820,000 | 0.04% | | | Interest in controlled corporation | 8,676,897,176 | 60.74% | | Total | | 8,682,717,176 | 60.78% | - Mr. You Zhenhua indirectly holds a 100% interest in Wide Bridge Limited and is therefore deemed to have an interest in the shares held by Wide Bridge[151] Directors' Right to Acquire Securities During the period, no arrangements were made by the company or its subsidiaries, holding company, or its subsidiaries, enabling directors, chief executives, or their spouses or minor children to acquire benefits by purchasing shares or debentures of the company or any other corporation - At no time during the period did the company, its subsidiaries, its holding company, or any subsidiary of its holding company enter into any arrangements that would enable the directors, chief executive, or their spouses or children under 18 years of age to acquire benefits by purchasing shares or debentures of the company or any other corporation[150] - Nor did any director of the company or their spouses or children under 18 years of age have any right to subscribe for securities of the company, or had exercised any such rights[150]